Consolidated Financial Statements and Notes 2011

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1 Consolidated Financial Statements and Notes February 9, 2012

2 Independent Auditor s Report To the Shareholders of ACE Aviation Holdings Inc. We have audited the accompanying consolidated statement of net assets in liquidation of ACE Aviation Holdings Inc. and its subsidiaries (the Corporation ) as at December 31, and the consolidated statements of changes in net assets in liquidation and cash flows for the year then ended. Management s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the net assets in liquidation of the Corporation as at December 31, and its results of operations and cash flows for the year ended December 31, in accordance with International Financial Reporting Standards. Matter of Emphasis We draw attention to note 1 to the consolidated financial statements which describe the change to the liquidation basis of accounting as a result of the Corporation s intent to liquidate and other notes to the financial statements that describe certain uncertainties and future changes that may result from the intention to liquidate the Corporation. Our opinion is not qualified in respect of this matter. 1 Montreal, Quebec February 9, Chartered accountant auditor permit No PricewaterhouseCoopers refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

3 Independent Auditor s Report To the Shareholders of ACE Aviation Holdings Inc. We have audited the accompanying consolidated statement of financial position of ACE Aviation Holdings Inc. and its subsidiaries (the Corporation ) as at December 31, 2010 and January 1, 2010 and the consolidated statements of income, comprehensive income, changes in shareholders equity, and cash flows for the year ended December 31, Management s responsibility for the consolidated financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Corporation as at December 31, 2010 and January 1, 2010, and the results of its operations and its cash flows for the year ended December 31, 2010 in accordance with International Financial Reporting Standards. 1 Montreal, Quebec February 9, Chartered accountant auditor permit No PricewaterhouseCoopers refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

4 Consolidated Statement of Net Assets in Liquidation Consolidated Financial Statements and Notes As at December 31 * (Canadian dollars in millions except per share figures) Note 1 ASSETS Cash and cash equivalents $ 356 Investment in Air Canada Note 4 31 Air Canada warrants Note 4 - $ 387 LIABILITIES Accounts payable and accrued liabilities 1 Income and other taxes payable Note 5 4 $ 5 Contingencies Notes 5 & 11 NET ASSETS IN LIQUIDATION $ 382 NET ASSETS IN LIQUIDATION PER SHARE Basic and Diluted $ * Effective January 1,, the Corporation changed the basis of presenting its financial statements from going concern to liquidation (Refer to Note 1). The accompanying notes are an integral part of these financial statements. On behalf of the Board of Directors: (signed) Robert A. Milton Robert A. Milton Chairman and Chief Executive Officer (signed) David I. Richardson David I. Richardson Chair of the Audit, Finance and Risk Committee 2

5 Consolidated Financial Statements and Notes Consolidated Statement of Changes in Net Assets in Liquidation For the year ended December 31, (Canadian dollars in millions except per share figures) * Shareholders' Equity at December 31, 2010 on a Going Concern Basis $ 472 Net effect of adopting a liquidation basis of presentation - Net assets in liquidation at January 1, 472 Interest income 4 Unrealized loss on investment in Air Canada recorded at fair value Notes 1 & 4 (76) Unrealized loss on Air Canada warrants recorded at fair value Note 4 (5) Administrative and other expenses Note 5 (11) Loss before the following items (88) Provision for income taxes Note 5 Current (2) Deferred - Loss for the year (90) Transactions with owners - Net assets in liquidation at December 31, $ 382 Loss per share Basic and Diluted $ (2.76) * Effective January 1,, the Corporation changed the basis of presenting its financial statements from going concern to liquidation and the Consolidated Statement of Changes in Net Assets in Liquidation includes the results of operations and transactions with owners. (Refer to Note 1). The accompanying notes are an integral part of these financial statements. 3

6 Consolidated Statement of Income Consolidated Financial Statements and Notes For the year ended December 31 (Canadian dollars in millions except per share figures) 2010 * Interest income $ 14 Gain on sale of ACE's investment in Air Canada Note 4 26 Unrealized gain on investment in Air Canada recorded at fair value Notes 1 & 4 15 Proportionate share of Air Canada's loss Note 4 (14) Unrealized gain on Air Canada warrants recorded at fair value Note 4 5 Loss on investment in ACTS Aero Note 4 (1) Administrative and other expenses Note 5 (10) Income before the following items 35 Recovery of (provision for) income taxes Note 5 Current - Deferred - Income for the year $ 35 Income per share Basic and Diluted $ 1.03 * Effective January 1,, the Corporation changed the basis of presenting its financial statements from going concern to liquidation. The Consolidated Statement of Income for the year ended December 31, 2010 was prepared using a going concern basis. (Refer to Note 1). The accompanying notes are an integral part of these financial statements. Consolidated Statement of Comprehensive Income For the year ended December 31 (Canadian dollars in millions) 2010 * Comprehensive income Income for the year $ 35 Other comprehensive income, net of taxes: Proportionate share of Air Canada's unrealized net gain on employee benefit liabilities 156 Total comprehensive income $ 191 * Effective January 1,, the Corporation changed the basis of presenting its financial statements from going concern to liquidation. The Consolidated Statement of Comprehensive Income for the year ended December 31, 2010 was prepared using a going concern basis. As there were no items affecting comprehensive income for, a Consolidated Statement of Comprehensive Income has not been presented for. (Refer to Note 1). The accompanying notes are an integral part of these financial statements. 4

7 Consolidated Statement of Financial Position Consolidated Financial Statements and Notes December 31 January 1 (Canadian dollars in millions) 2010 * 2010 * ASSETS Cash and cash equivalents $ 363 $ 71 Investment in Air Canada Note Air Canada warrants Note Loan receivable from Air Canada Note Interest receivable - 3 Commodity taxes receivable Note TOTAL ASSETS $ 481 $ 304 LIABILITIES Commodity taxes payable Note 5 $ 6 $ - Accounts payable and accrued liabilities Note TOTAL LIABILITIES 9 3 SHAREHOLDERS EQUITY Share capital Contributed surplus Retained earnings (deficit) 30 (161) Accumulated other comprehensive income (loss) Note TOTAL SHAREHOLDERS EQUITY TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 481 $ 304 * Effective January 1,, the Corporation changed the basis of presenting its financial statements from going concern to liquidation (Refer to Note 1); accordingly, a Consolidated Statement of Net Assets in Liquidation as at December 31, has been presented rather than a Consolidated Statement of Financial Position on a going concern basis. The accompanying notes are an integral part of these financial statements. 5

8 Consolidated Financial Statements and Notes Consolidated Statement of Changes in Shareholders Equity For the year ended December 31 (Canadian dollars in millions) 2010 * Share capital Common shares, beginning of year $ 104 Repurchase and cancellation of common shares Note 7 (9) Total share capital 95 Contributed surplus Balance, beginning of year 358 Repurchase and cancellation of common shares Note 7 (11) Total contributed surplus 347 Retained earnings Balance, beginning of year (161) Income for the year 35 Proportionate share of Air Canada's unrealized net gain on employee benefit liabilities 156 Retained earnings 30 Accumulated other comprehensive income (loss) Balance, beginning of year - Unrealized gain (loss) on investment in Air Canada Note 13 - Other - Total accumulated other comprehensive income (loss) - Total shareholders equity $ 472 * Effective January 1,, the Corporation changed the basis of presenting its financial statements from going concern to liquidation (Refer to Note 1). The Consolidated Statement of Changes in Net Assets in Liquidation reflects all changes affecting Shareholders Equity; accordingly, a Consolidated Statement of Changes in Shareholders Equity has not been presented for the year ended December 31,. The adoption of a liquidation basis of presentation effective January 1, did not result in a change to net assets of $472. The accompanying notes are an integral part of these financial statements. 6

9 Consolidated Statement of Cash Flows Consolidated Financial Statements and Notes For the year ended December 31 (Canadian dollars in millions) * 2010 * Cash flows from (used for) Operating Income (loss) for the year $ (90) $ 35 Non-cash adjustments to reconcile to net cash from operations Gain on sale of ACE's investment in Air Canada Note 4 - (26) Unrealized loss (gain) on investment in Air Canada Notes recorded at fair value 1 & 4 76 (15) Proportionate share of Air Canada's loss Note 4-14 Unrealized loss (gain) on Air Canada warrants recorded at fair value Note 4 5 (5) Loss on investment in ACTS Aero Note 4-1 Changes in non-cash working capital balances 2 3 (7) 7 Financing Repurchase and cancellation of ACE common shares Note 7 - (20) - (20) Investing Proceeds from sale of Air Canada shares Note Repayment of loan receivable from Air Canada Note Loss on investment in ACTS Aero Note 4 - (1) Increase (decrease) in cash and cash equivalents (7) 292 Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year $ 356 $ 363 * Effective January 1,, the Corporation changed the basis of presenting its financial statements from going concern to liquidation (Refer to Note 1). The Consolidated Statement of Cash Flows for the year ended December 31, and December 31, 2010 have been prepared on a liquidation basis and going concern basis, respectively. The accompanying notes are an integral part of these financial statements. 7

10 For the years ended December 31, and 2010 (Canadian dollars in millions except share amounts) Consolidated Financial Statements and Notes 1. GENERAL INFORMATION, BASIS OF PRESENTATION AND ADOPTION OF IFRS A) GENERAL INFORMATION The accompanying consolidated financial statements (the financial statements ) are of ACE Aviation Holdings Inc. ( ACE ). ACE is incorporated and domiciled in Canada. The address of its registered office is 5100 de Maisonneuve Boulevard West, Montreal, Québec, H4A 3T2, Canada. ACE, which was incorporated on June 29, 2004, is an investment company of aviation interests. Reference to the "Corporation" in the following notes to the financial statements refers to ACE and its aviation interests collectively. Refer to Note 4 for a description of ACE s investments. These financial statements include the accounts of ACE and certain inactive subsidiaries. On February 9, 2012, the Board of Directors decided to seek shareholder approval to proceed with the windingup of ACE, the distribution of its net assets, after providing for liabilities, contingencies and costs, and ultimately its dissolution in the future (the Liquidation ). The Liquidation of the Corporation is subject to shareholder approval. The Corporation prepares its financial statements in accordance with Canadian generally accepted accounting principles ( GAAP ) as defined in the Handbook of the Canadian Institute of Chartered Accountants Part 1 ( CICA Handbook ). In 2010, the CICA Handbook was revised to incorporate International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board, and to require publicly accountable enterprises to apply IFRS effective for years beginning on or after January 1,, with retroactive restatement of comparative figures for Accordingly, these are the Corporation s first annual consolidated financial statements prepared in accordance with IFRS. In these financial statements, the term Canadian GAAP refers to Canadian GAAP before the adoption of IFRS and the term GAAP refers to generally accepted accounting principles in Canada after the adoption of IFRS. These financial statements are expressed in millions of Canadian dollars and have been prepared in accordance with IFRS. Subject to certain transition elections disclosed in Note 13, the Corporation has consistently applied the accounting policies used in the preparation of its opening IFRS statement of financial position at January 1, 2010 throughout all periods presented, as if these policies had always been in effect. Note 13 discloses the impact of the transition to IFRS on the Corporation s reported financial position, statement of income (loss) and cash flows, including the nature and effects of significant changes in accounting policies from those used in the Corporation s consolidated financial statements for the year ended December 31, 2010 prepared under Canadian GAAP. From January 1, 2010 to December 23, 2010, ACE s investment in Air Canada was accounted for using the equity method whereby the carrying value of the investment in Air Canada was adjusted to include the Corporation s proportionate share of Air Canada s earnings and other comprehensive income. As described in Note 4, effective December 23, 2010, ACE completed a secondary offering on a bought deal basis of 44,000,000 Class B Voting Shares of Air Canada. ACE s ownership interest in Air Canada was reduced from 27% to 11.11%. ACE ceased to have the ability to exercise significant influence over Air Canada and its retained investment in Air Canada was classified and measured at fair value through profit or loss ( FVTPL ). Financial instruments classified at FVTPL are carried at fair value and any realized and unrealized gains or losses thereafter are recorded in profit or loss. The consolidated statement of income (loss) and related notes for the year ending December 31, 2010 reflect ACE s proportionate share of Air Canada s earnings using the equity method of accounting to December 23, Subsequent to December 23, 2010, ACE s investment in Air Canada is accounted for as a FVTPL financial asset. B) CHANGE IN BASIS OF PRESENTATION In accordance with IAS 1 Presentation of financial statements and IAS 10 Events after the reporting period, the Corporation changed the basis of preparing its financial statements from going concern to liquidation, effective January 1,. This change of basis was adopted as IAS 10 does not permit use of the going concern basis of accounting if management intends to liquidate the entity either before or after year-end. As a result, the financial statements as at December 31, and for the year ended have been prepared using a liquidation basis of accounting. This basis of presentation differs from the presentation adopted in the interim financial reports of the Corporation issued during. The adoption of a liquidation basis of presentation on January 1, did not result in a change to net assets. Should ACE subsequently not proceed with the liquidation of its net assets, ACE will revert to a going concern basis of presentation. 8

11 Consolidated Financial Statements and Notes The consolidated financial statements as at December 31, and for the year then ended do not include costs to liquidate the assets of the Corporation, settle any contingent liabilities or future administrative costs and professional fees to wind-up the activities of the Corporation. These costs may be material and the amounts disclosed as net assets in liquidation in total or on a per share basis will change. The actual amounts available for distribution to shareholders will change and such changes may be material. The financial statements as at December 31, 2010 and for the year then ended have been prepared on a going concern basis. The going concern basis of presentation assumes continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business and does not purport to show, reflect or provide for the consequences of the Corporation s intention to liquidate. These financial statements were approved by the Board of Directors of the Corporation for issue on February 9,

12 Consolidated Financial Statements and Notes 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These financial statements for the Corporation are based on the accounting policies in accordance with International Financial Reporting Standards as described below. Under the liquidation basis of accounting, the Corporation measures it assets based on their net realizable value and its liabilities based on settlement amounts. As the Corporation s assets and liabilities consist primarily of financial instruments, the change in basis of accounting did not result in different measurements from those under the going concern basis of accounting. A) BASIS OF MEASUREMENT These financial statements have been prepared primarily using fair values. B) PRINCIPLES OF CONSOLIDATION These financial statements include the accounts of the Corporation and certain inactive subsidiaries. C) CASH AND CASH EQUIVALENTS Cash equivalents of $349 (December 31, 2010 $353 and January 1, $40) include investments in bankers acceptances and bankers discount notes that are readily convertible to known amounts of cash and are subject to insignificant changes in fair value and have original maturities of three months or less. D) FINANCIAL INSTRUMENTS The Corporation accounts for its financial instruments using IFRS 9 Financial Instruments and IAS 39 Financial Instrument, Recognition and Measurement. The investments in equity instruments of Air Canada and Aero Technical Support & Services Holdings sarl ( ACTS Aero ) are classified and measured at fair value through profit or loss ( FVTPL ). All gains and losses are recognized in profit or loss. The Corporation s investment in Air Canada was classified as a financial asset measured at FVTPL as of December 23, 2010 when the Corporation lost significant influence over Air Canada. The fair value of the investment in Air Canada has not been adjusted for any future transaction costs that may be incurred to liquidate the investment. The Corporation s investment in Air Canada warrants are classified as derivatives and were initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in the profit or loss immediately. The investment in Air Canada warrants has not been adjusted for any future transaction costs that may be incurred to liquidate the investment. The loan receivable from Air Canada and related interest receivable was initially recognized at fair value and subsequently measured using amortized cost as the loan was held with the objective of collecting the contractual cash flows which consisted of principal and interest. Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost. E) INVESTMENTS IN ASSOCIATES Investments subject to significant influence are accounted for using the equity method which reflects the costs of the investment and the Corporation's proportionate share of the investee's profits or losses, other comprehensive income or losses, capital transactions and dividends received. If the Corporation s share of losses of an associate equals or exceeds its interest in the associate, the Corporation discontinues recognizing its share of further losses. After the Corporation s interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Corporation has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the Corporation resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized. 10

13 Consolidated Financial Statements and Notes Indicators of impairment are assessed at each reporting date. Such indicators include default in contractual payments, significant financial difficulties of the associate or prolonged or significant decline in quoted market price. An impairment loss is recognized in the income statement when there is objective evidence that the associate is impaired. Such impairments may be reversed if there is a subsequent increase in value. Upon the loss of significant influence, any retained investment is re-measured to fair value and a gain or loss is recognized in profit or loss. F) PROVISIONS Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the obligation. If the effect of the time value of money is significant, the expected cash flows are discounted using a rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized in profit or loss. Provisions do not include future costs to be incurred unless such costs represent onerous contracts. An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. G) INCOME TAXES The tax expense for the period comprises current and deferred income tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity, in which case the tax is netted with such items. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the jurisdictions where the Corporation and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Interest and penalties related to income taxes are recognized in current income tax expense. Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. H) EARNINGS PER SHARE Basic earnings per share ( EPS ) is calculated by dividing the income (loss) for the period attributable to the shareholders of ACE by the weighted average number of common shares outstanding during the period. Diluted EPS and net assets in liquidation per share are calculated by adjusting the weighted average number of common shares outstanding for dilutive potential common shares. The Corporation s potentially dilutive common shares comprise stock options where the options exercise prices were below the average market price of the common shares for the year. The number of shares included with respect to options is computed using the treasury stock method unless they are anti-dilutive. Under this method, the proceeds from the exercise of such instruments are assumed to be used to purchase Class B Voting Shares at the average market price for the period and the difference between the number of shares and the number of shares assumed to be purchased are included in the calculation. 11

14 Consolidated Financial Statements and Notes 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates made in the preparation of these financial statements include, but are not limited to, the following areas, with further information contained in the applicable accounting policy or note: Income taxes o Management uses judgment and estimates in determining the appropriate rates and amounts in recording deferred income taxes, giving consideration to timing and probability of realization. Actual taxes could significantly vary from these estimates as a result of a variety of factors including future events, changes in income tax laws or the outcome of reviews by tax authorities and related appeals. The resolution of these uncertainties and the associated final taxes may result in adjustments to the Corporation s deferred and current tax assets and tax liabilities. 12

15 Consolidated Financial Statements and Notes 4. INVESTMENTS As at December 31,, ACE s principal assets (excluding cash and cash equivalents) are: (1) an 11.11% (31 million Class B Voting Shares) ownership interest in Air Canada; (2) 2.5 million warrants for the purchase of Air Canada Class B Voting Shares at exercise prices of $1.44 (1.25 million warrants) and $1.51 (1.25 million warrants) per share. Air Canada is Canada's largest domestic, US transborder and international airline and the largest provider of scheduled passenger services in the Canadian market, the Canada-US transborder market as well as the international markets to and from Canada. Certain of the scheduled passenger services offered on domestic and Canada-US transborder routes are provided by Jazz Aviation LP ( Jazz ) and certain other carriers operating under the Air Canada Express brand name. Through Air Canada's global route network, most major markets throughout the world are served either directly or through the Star Alliance network. In addition, Air Canada provides certain passenger charter services. Investment in Air Canada (Class B Voting Shares) The following table details the carrying value of ACE s investment in Air Canada until December 31, : Carrying value of ACE's investment in Air Canada as at January 1, 2010 $ 80 Proportionate share of earnings from January 1 to December 23, 2010 (14) Proportionate share of other comprehensive income from January 1 to December 23, Carrying value of ACE's investment in Air Canada as at December 23, Sale of Air Canada shares on December 23, 2010 (44 million Class B voting shares) (130) Unrealized gain on ACE's investment in Air Canada (31 million Class B voting shares) 19 Fair value of ACE's investment in Air Canada as at December 23, Unrealized loss on ACE's investment in Air Canada (4) Fair value of ACE's investment in Air Canada as at December 31, 2010 $ 107 Unrealized loss on ACE's investment in Air Canada (76) Fair value of ACE's investment in Air Canada as at December 31, $ 31 The fair value of ACE s holdings of Air Canada shares of $107 as at December 31, 2010 and $31 as at December 31, are based on the closing prices of $3.45 per Air Canada Class B Voting Share as at December 31, 2010 and $0.99 per Air Canada Class B Voting Share as at December 31,, as quoted on the TSX. 13

16 Consolidated Financial Statements and Notes Significant events $163 Bought Deal Secondary Offering of Class B Voting Shares of Air Canada Prior to December 23, 2010, ACE s investment in Air Canada was accounted for using the equity method of accounting whereby the Air Canada investment carrying value was adjusted to include the Corporation s proportionate share of Air Canada s earnings and other comprehensive income. For the period ended December 23, 2010, equity loss of $14 was recorded representing ACE s proportionate share of Air Canada s loss, after adjustments. For the period ended December 23, 2010, other comprehensive income of $156 was recorded representing ACE s proportionate share of Air Canada s other comprehensive income. On December 23, 2010, ACE completed a secondary offering on a bought deal basis of 44,000,000 Class B Voting Shares of Air Canada at an offering price of $3.70 per Class B Voting Share for aggregate gross proceeds of $163 (net proceeds of approximately $156). The carrying value of the Air Canada shares sold was $130 and a gain on disposal of $26 was recognized in Gain on sale of ACE's investment in Air Canada. Following the offering, ACE beneficially owned 31,000,000 Class B Voting Shares of Air Canada representing 11.11% of the Class A Variable Voting Shares and Class B Voting Shares of Air Canada issued and outstanding on a combined basis. As a result of the reduction of ACE s ownership interest in Air Canada from 27% to 11.11% on December 23, 2010, ACE ceased to have the ability to exercise significant influence over Air Canada. The retained investment in Air Canada was remeasured to fair value of $111 (based on Air Canada s closing market price as at December 23, 2010 as quoted on the TSX) resulting in an unrealized gain on investment in Air Canada of $19 being recognized in Unrealized gain on investment in Air Canada recorded at fair value. For the period from December 23, 2010 to December 31, 2010, the fair value of ACE s investment in Air Canada was reduced to $107 at December 31, 2010 resulting in a loss of $4 which was recognized in Unrealized gain (loss) on investment in Air Canada recorded at fair value. As at December 31,, the fair value of ACE s investment in Air Canada was reduced to $31. The loss for the year ending December 31, of $76 was recognized in Unrealized loss on investment in Air Canada recorded at fair value. Repayment of loan receivable from Air Canada On July 15, 2010, ACE reached an agreement with Air Canada with respect to the prepayment terms associated with Air Canada s secured credit facility whereby, under certain conditions, the applicable percentage payable in respect of a prepayment was reduced from 3.0% to 1.0%. Air Canada entered into similar agreements with the other lenders who participated in the $600 Credit Facility in July On August 3, 2010, Air Canada repaid to ACE its share of the outstanding debt under the Credit Facility in the amount of $150 together with interest and prepayment fees for total proceeds to ACE of $ million warrants Under the Credit Facility, ACE received 1,250,000 warrants on July 30, 2009 for the purchase of Air Canada Class B Voting Shares with an exercise price of $1.51 per share, exercisable at any time, and expiring four years after the date of issuance. On October 19, 2009, ACE received an additional 1,250,000 warrants for the purchase of Air Canada Class B Voting Shares with an exercise price of $1.44 per share, exercisable at any time, and expiring four years after the date of issuance. The warrants are presented as Air Canada warrants and any changes in fair value are recorded within Unrealized gain (loss) on Air Canada warrants recorded at fair value in profit or loss. The fair value of the 2,500,000 warrants amounted to a nominal amount as at December 31, ($5 as at December 31, 2010) using the Black-Scholes option valuation model. 14

17 Consolidated Financial Statements and Notes ACTS Aero On January 22, 2010, ACE entered into a Restructuring and Lockup Agreement with Aveos, ACTS Aero, lenders and other shareholders. The restructuring was completed on March 12, Under the terms of the restructuring, ACE transferred its shares in ACTS Aero to a newly formed company, in which ACE has no interest, for $nil consideration. The investment was measured at $nil at January 1, Under the terms of a Release Agreement entered into on March 12, 2010, ACE and ACTS LP were released from substantially any claims that may arise under the Asset Purchase Agreement relating to the monetization of ACTS on October 16, 2007, in return for a payment of $1.25 which was recorded as a Loss on investment in ACTS Aero in

18 Consolidated Financial Statements and Notes 5. TAXES Income Tax Expense 2010 Current income tax $ 2 $ - Deferred income tax - - Provision for income taxes $ 2 $ - The provision for income taxes differs from the amount that would have resulted from applying the statutory income tax rate to income before income tax expense as follows: 2010 Income (loss) before income taxes $ (88) $ 35 Statutory income tax rate based on combined federal and provincial rates 27.21% 28.85% Tax provision (recovery) based on statutory tax rates (24) 10 Effects of: Non-taxable portion of capital gains (losses) 11 (5) Non-deductible expenses (non-taxable income) - 1 Tax rate changes on deferred income taxes 3 (2) Unrecognized (recognized) deferred income tax assets 9 (34) Adjustment in respect of prior years 3 30 Provision for income taxes $ 2 $ - The applicable statutory tax rates are 27.21% in and 28.85% in The Corporation s applicable tax rate is the Canadian combined rates applicable in the jurisdictions in which the Corporation operates. The decrease is mainly due to the reduction of the Federal income tax rate in from 18% to 16.5%. The income tax provision (recovery) relating to components of Other comprehensive income is as follows: 2010 Net gain on Air Canada investment $ - $ 27 Recognized deferred income tax assets - (27) Provision for income taxes in Other comprehensive income $ - $ - Deferred Income Tax Deferred income tax assets are recognized to the extent that the realization of the related tax benefit is probable. The Corporation has unrecognized tax loss carryforwards of $91 ( $122) and temporary differences of $260 ( $104) for which no deferred tax assets are recognized. However, the future tax deductions underlying these deferred tax assets remain available for use in the future to reduce taxable income. The balances of loss carryforwards, vary amongst different taxing jurisdictions. The following are the Federal tax loss expiry dates: Tax Losses 2029 $ $ 14 Cash income taxes recovered in by the Corporation were $nil (2010 $nil). As at December 31, ACE also has estimated net capital losses (after 50 per cent capital loss adjustment) of $340 ( $386) that have no expiry date. These estimates are subject to revision based on the ongoing tax audits further discussed below. The estimated adjusted cost base of ACE's remaining 31,000,000 Class B Voting shares in Air Canada is $516 ($16.66 per Class B share). 16

19 Consolidated Financial Statements and Notes Certificates of Discharge and tax audits In March 2010, ACE applied for Certificates of Discharge from the Canada Revenue Agency ( CRA ) and Revenu Québec. Since then, ACE has been actively assisting the CRA and Revenu Québec with their audits of ACE's income tax returns for the years 2005 to In addition to the audits of income tax returns, ACE has been assisting with audits in respect of other taxes. The audits of income tax returns required a detailed review of all of the significant corporate transactions undertaken by ACE since its incorporation in 2004, together with a detailed review of all of its returns. The audits of income taxes and other taxes are now substantially complete and additional reassessments of $4 are anticipated in Quarter 1, This amount has been accrued as at December 31,. On the basis of the information available, it is ACE s current expectation that the Certificates of Discharge will be issued in the near future. In late 2010, ACE received notices of reassessment from Revenu Québec in the amount of $37.7. This amount was paid. The reassessments primarily related to audits of GST and QST in respect of ACTS LP, and its predecessor ACTS Limited Partnership, for periods prior to ACE s monetization of ACTS LP in October $35.1 of such reassessments were recovered from Air Canada and other parties. The total recovery amount of $35.1 included $33.4 recovered from Air Canada and $1.1 from Aveos following their filings of related Input Tax Credits ( ITC ) from the Canada Revenue Agency. ACE has agreed to indemnify and hold harmless Air Canada and Aveos from loss should the additional ITC claims be reassessed in the future. Additional notices of reassessment in respect of GST and QST amounting to $7.4 were received and paid in Quarter 2,. $6.8 of such reassessments were recovered from Air Canada in Quarter 4,. ACE has agreed to indemnify and hold harmless Air Canada from loss should related additional ITC claims by Air Canada be reassessed in the future. In Quarter 2,, ACE also received and paid a notice of reassessment for other taxes from Revenu Québec in the amount of $2.9. The reassessment relates to Administrative and other expenses for Quarter 1, and Quarter 4, include net additional provisions for other taxes of $1.4 and $1.8 respectively. 17

20 Consolidated Financial Statements and Notes 6. STOCK-BASED COMPENSATION ACE Stock Option Plan Certain of the Corporation's employees participated in the ACE stock option plan. Plan participation was limited to employees holding positions that, in the ACE Board's view (or a committee selected by the Board), had a significant impact on ACE's long term results. The stock option plan provided that the options have an exercise price of not less than 100% of the market price of the underlying shares at the time of grant. Under the terms of the stock option plan, fifty percent of all options vest over four years. The remaining options vest upon performance conditions that are based on net income targets established by the ACE Board over the same time period. All options expire after seven years. The terms of ACE's stock option plan specify that upon the retirement of the employee, options granted to that employee may be exercised as the options vest within three years of such retirement. In compliance with the terms of the ACE stock option plan, in November 2007, the Board of ACE resolved to immediately vest all remaining unvested ACE stock options. This resulted in the immediate expense recognition of all deferred stock based compensation on outstanding ACE options granted, less amounts previously recognized as compensation expense. As a result of this immediate vesting of all ACE options granted, no further stock based compensation expense is expected to be recorded related to the ACE stock option plan. In, the amount credited to share capital for ACE stock options exercised was nominal ( nominal). For ACE stock options exercised, shares from treasury are issued by the Corporation. A summary of the activity related to the Corporation s employees participating in the ACE stock option plan is as follows. Options are stated in whole numbers Options Weighted Average Exercise Price/Share Options Weighted Average Exercise Price/Share Beginning of year 37,500 $ ,812 $ Exercised (2,714) (7,236) Forfeited (15,026) (3,076) Outstanding options, end of year 19,760 $ ,500 $ Options exercisable, end of year 19,760 $ ,500 $ Outstanding Options Exercisable Options Range of Exercise Prices Expiry Dates Number of Options Outstanding Weighted Average Remaining Life (years) Weighted Average Exercise Price/Share Number of Exercisable Options Weighted Average Exercise Price/Share $ ,760 1 $ ,760 $ ,760 $ ,760 $ Outstanding Options 2010 Exercisable Options Range of Exercise Prices Expiry Dates Number of Options Outstanding Weighted Average Remaining Life (years) Weighted Average Exercise Price/Share Number of Exercisable Options Weighted Average Exercise Price/Share $ ,740 1 $ ,740 $ $ , , ,500 $ ,500 $

21 Consolidated Financial Statements and Notes 7. SHARE CAPITAL The issued and outstanding common shares of ACE, along with potential common shares, are set out below. Outstanding shares ('000s) 2010 Issued and Outstanding Class A variable voting shares 23,871 26,049 Class B voting shares 8,604 6,424 Total issued and outstanding 32,475 32,473 Potential common shares issuable Stock options Note Total potential common shares Share capital is comprised of: Common shares Class A Variable Voting Shares The Class A Variable Voting Shares may be held only by persons who are not Canadians and are entitled to one vote per Class A Variable Voting Share unless (i) the number of Class A Variable Voting Shares outstanding (including the Convertible Preferred Shares, on an as-converted basis), as a percentage of the total number of votes attaching to voting shares outstanding exceeds 25% or (ii) the total number of votes cast by or on behalf of holders of Class A Variable Voting Shares (including the Convertible Preferred Shares on an asconverted basis) at any meeting exceeds 25% of the total number of votes that may be cast at such meeting. If either of the above noted thresholds would otherwise be surpassed at any time, the vote attached to each Class A Variable Voting Share will decrease proportionately such that (i) the Class A Variable Voting Shares as a class (including the Convertible Preferred Shares on an as-converted basis) do not carry more than 25% of the aggregate votes attached to all issued and outstanding voting shares of ACE and (ii) the total number of votes cast by or on behalf of holders of Class A Variable Voting Shares (including the Convertible Preferred Shares on an as-converted basis) at any meeting do not exceed 25% of the votes that may be cast at such meeting. Class B Voting Shares The Class B Voting Shares may be held only by persons who are Canadians. Each Class B Voting Share shall confer the right to one (1) vote in person or by proxy at all meetings of shareholders of the ACE. Substantial Issuer Bid January 2010 On January 6, 2010, ACE accepted for purchase and cancellation a total of 1,401,094 Class A Variable Voting Shares and 1,824,711 Class B Voting Shares at $6.20 per share for an aggregate purchase price of $20 in accordance with the terms of a substantial issuer bid. Upon purchase and cancellation by ACE of the Class A variable voting shares and Class B voting shares, Share capital decreased by $9 and Contributed surplus decreased by $11. 19

22 Consolidated Financial Statements and Notes 8. EARNINGS PER SHARE The following table outlines the calculation of basic and diluted income (loss) per share: (in millions, except per share amounts) 2010 Numerator: Numerator for basic income (loss) per share: Net income (loss) for the year $ (90) $ 35 Effect of potential dilutive securities: Stock options - - Adjusted numerator for diluted income (loss) per share $ (90) $ 35 Denominator: Denominator for basic income (loss) per share: Weighted-average shares Effect of potential dilutive securities: Stock options - - Adjusted denominator for diluted income (loss) per share Basic income (loss) per share $ (2.76) $ 1.03 Diluted income (loss) per share $ (2.76) $ 1.03 The calculation of earnings per share is based on whole dollars and not on rounded millions. As a result, the above amounts may not be recalculated to the per share amount disclosed above. The dilutive effect of outstanding stock options on earnings per share is based on the application of the treasury stock method. Under this method, the proceeds from the exercise of such securities are assumed to be used to purchase Class B Voting Shares. Excluded from the calculation of diluted earnings per share in were 19,760 ( ,500) outstanding options where the options exercise prices were greater than the average market price of the common shares for the year. Refer to Note 6. 20

23 Consolidated Financial Statements and Notes 9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Summary of Financial Instruments Carrying Amounts December 31, December 31, 2010 Financial instruments classification Financial assets at amortised cost Financial assets at FVTPL Financial liabilities at amortised cost Total Financial Assets Cash and cash equivalents $ 356 $ - $ - $ 356 $ 363 Investment in Air Canada Commodity taxes receivable Derivative instruments Air Canada warrants $ 356 $ 31 $ - $ 387 $ 481 Financial Liabilities Accounts payable and accrued liabilities $ - $ - $ 1 $ 1 $ 3 $ - $ - $ 1 $ 1 $ 3 There have been no changes in classification of financial instruments since January 1, The following is a classification of fair value measurements recognized in the Consolidated Statement of Financial Position using a fair value hierarchy that reflects the significance of the inputs used in making the measurements: The Investment in Air Canada of $31 has been valued using quoted prices in an active market (level 1). The Air Canada warrants have been valued using significant other observable inputs (level 2). Risk Management As at December 31,, ACE s financial instruments include cash and cash equivalents in the amount of $356 ($363 as at December 31, 2010), Air Canada warrants of a nominal amount ($5 as at December 31, 2010), commodity taxes receivable of $nil ($6 as at December 31, 2010) and accounts payable and accrued liabilities of $1 ($3 as at December 31, 2010). The risk exposure related to these holdings is described below. Liquidity risk Liquidity risk is the risk that the Corporation will encounter difficulty in meeting obligations associated with its financial liabilities. This risk is mitigated by the fact that as at December 31,, the Corporation had Cash and cash equivalents of $356 and accounts payable and accrued liabilities of $1. Credit Risk Credit risk is the risk of loss due to a counterparty s inability to meet its obligations. The Corporation is exposed to credit risk from its cash and cash equivalents. The maximum exposure of which is represented by the carrying amounts reported on the balance sheet. This risk is mitigated by the fact that cash and cash equivalents are held by major Canadian Banks. The Corporation s target is that no one financial institution holds more than 25% of the total. 21

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